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20250520_SMAR_Laporan Informasi dan Fakta Material_31887324_lamp3.pdf
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AMENDMENT AND/OR ADDITIONAL INFORMATION TO
THE DISCLOSURE OF INFORMATION TO SHAREHOLDERS
REGARDING THE PLAN TO ADD BUSINESS ACTIVITY
This Amendment and/or Additional Information to the Disclosure of Information is prepared in
compliance with the Financial Services Authority Regulation No. 17/POJK.04/2020 dated 20 April
2020 regarding Material Transactions and Changes in Business Activities, and is an amendment
and/or additional information to the Disclosure of Information published on 8 May 2025.
(GA) smart
(EL obusinees md vod
PT Sinar Mas Agro Resources and Technology Tbk
(“SMART” or the “Company”)
Business Activities:
Oil palm plantations, crude palm oil and palm kernel industry, fractionation and refining industry of
palm oil and palm kernel, refined palm and palm kernel oil: cooking oils, creamers, margarine, and
other food product industry, animal feed industry, organic chemical industry, and trading of oil-
contained fruits, agricultural products, vegetable oils and fats, food ingredients, fertilisers and
agrochemical products, and others.
Domiciled in Central Jakarta, Indonesia
Head Office:
Sinar Mas Land Plaza, Tower II, 28"-30" Floor
Jl. M.H. Thamrin No. 51, Jakarta 10350
Phone : (62 21) 50338899
www.smart-tbk.com
The information contained in this Amendment and/or Additional Information to the Disclosure of
Information is important to be read and considered by the Company's shareholders in order to
make decision in connection with the Company's plan to add business activity, namely Biogas
Production - KBLI 35203 ("Addition of Business Activity").
In the event that the Company's shareholders experience any difficulty in understanding the
information contained in this Disclosure of Information or have doubts in making the decision, we
advise consulting with a securities brokerage, investment manager, legal advisor, public accountant, or
any other professional advisor.
The Company's Board of Directors and Board of Commissioners are responsible for the accuracy and
completeness of the material information or facts contained in this Amendment and/or Additional
Information to the Disclosure of Information, and to the best of their knowledge and understanding,
affirm that all material information related to the Addition of Business Activity has been correctly and
completely provided, and such information is not misleading.
This Amendment and/or Additional Information to the Disclosure of Information is published on
5 June 2025
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PREFACE
The information contained in this Amendment and/or Additional Information to the
Disclosure of Information is provided in relation to the fulfillment of the provisions under
Article 22 of the Financial Services Authority Regulation No. 17/POJK.04/2020 dated 20 April
20 2020 concerning Material Transactions and Changes in Business Activities (“POJK
17/2020”) which regulates the obligations that must be fulfilled by Public Companies making
changes to their business activities. In this case, PTSinar Mas Agro Resources and
Technology Tbk (the “Company”) plans to add a new business activity, namely the
production and sale of biogas products as explained in more detail under the section of
Explanation, Considerations, and Reasons for the Addition of Business Activity. Based on the
2020 Standard Classification of Indonesian Business Fields stipulated in the Central Statistics
Agency Regulation No. 2 of 2020 (“KBLI”), the business activity is covered under KBLI No.
35203 — Biogas Production (this plan is hereinafter referred to as the “Addition of Business
Activity”).
INFORMATION REGARDING THE ADDITION OF BUSINESS ACTIVITY
In accordance with the provisions of POJK 17/2020, the Addition of Business Activity as
explained in this Amendment and/or Additional Information to the Disclosure of Information
will seek approval from the shareholders at the Company's Annual General Meeting of
Shareholders ("AGM") which will be held on:
Day : Monday, 16 June 2025
Venue : Danamas Room, Plaza Sinar Mas Land, Tower 2, 39" Floor
Jl. M.H. Thamrin No. 51, Central Jakarta, 10350.
The Company has announced this Disclosure of Information to the Company's shareholders
through the Company's website (www.smart-tbk.com) and the Indonesia Stock Exchange
website (www.idx.co.id) simultaneously with the announcement of the AGM on 8 May 2025,
and announced the Amendment and/or Additional Information to the Disclosure of
Information on 5 June 2025. Since 8 May 2025, the data regarding the Addition of Business
Activity has also been available to the Company's shareholders at the Company's head office.
INFORMATION ABOUT THE COMPANY
A. Brief History
The Company was established under Republic of Indonesia Law in 1962, based on Notarial
Deed No. 67 dated 18 June 1962 of Raden Kadiman, S.H., public notary in Jakarta. The
Deed of Establishment was approved by the Ministry of Justice of the Republic of
Indonesia in its Decision Letter No. J.A.5/115/3 dated 29 August 1963 and was published
in the State Gazzette of the Republic of Indonesia No. 83 dated 15 October 1963,
Supplement No. 570. The Company listed its shares on Indonesia Stock Exchange in 1992.
The Company's Articles of Association have been amended several times, most recently
based on Notarial Deed No. 04 dated 5 June 2024 made by Mochamad Nova Faisal, S.H.,
M.Kn., Public Notary in South Jakarta, related to the addition of the Standard
Classification of Indonesian Business Fields without changing the Company's main
business activities. The amendment was approved by the Minister of Law and Human
Rights of the Republic of Indonesia in its Decree No. AHU-0034377.AH.01.02.TAHUN 2024
dated 11 June 2024.
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Business Activities Business activities of the Company and its subsidiaries comprise of plantation development, agriculture, trading, processing of plantation products as well as management services and research related to its business. Currently, the Company and its subsidiaries' plantations and mills are located in North Sumatra, Jambi, Bangka, Central Kalimantan, East Kalimantan, and South Kalimantan, while the refineries are located in Surabaya, Medan, Tarjun, and Marunda. The products of the Company and its subsidiaries consist of processed palm products such as cooking oils, vegetable fats and margarine, as well as crude palm oil (“CPO”), palm kernel (“PK”), palm kernel oil (“PKO“), cocoa butter substitute (“CBS"), fatty acids, glycerine, soap and biodiesel. Based on the Company's Articles of Association on Article 3 regarding the Purpose, Objectives and Business Activity of the Company, the Company can carry out the following business activities: Main business activities KBLI Code KBLI Description 01262 Oil palm plantations 10411, 10431, | Crude vegetable and animal oils and fats as well as crude palm oil and 10432 crude palm kernel oil industries 10433 Crude palm oil and crude palm kernel oil fractionation industry 10434 Crude palm oil and crude palm kernel oil refining industry 10435, 10436 | Refined palm oil and palm kernel oil fractionation Industries 10437, 10795, | Palm olein (cooking oils), vegetable creamers, margarine, and other 10799,10412 | food products industries 10801 Animal feed industry 20115 Organic chemical from agriculture product industry 46202, 46209, | Trading of oil-contained fruits, agricultural and other living animal 46315, 46319, | products, vegetable oils and fats, other food and beverage materials 46652, 46699 | from agricultural products, fertilisers and agrochemical products, as well as other products. Supporting business activities KBLI Code KBLI Description 61992 Telecommunication activities for own needs 70209 Other management consultation activities 37011, 37012 | Collection of non-hazardous and hazardous wastes 37021, 37022 | Treatment and disposal of non-hazardous and hazardous wastes 20127,20212 | Complementary fertiliser and pest control (formulation) industries 86105 Private clinic activity 85132 Private kindergarten education/Raudatul Athfal/ Bustanul Athfal In order to carry out the aforementioned business activities, the Company has obtained various main licenses including, but not limited to, Business Identification Number, vw
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licenses issued from the Investment Coordinating Board, Directorate General and related Ministries, One Stop Investment and Integrated Services Office, regional government offices where the Company's operational units are located, and other licenses. . Share Ownership Based on the Notarial Deed of Meeting Resolution and Amendment to the Company's Articles of Association Number 04 dated 05 June 2024 of Mochamad Nova Faisal, SH, M.Kn., Notary in South Jakarta, the current composition of the Company's capital and shareholders is as follows: Issued and Fully Authorised Capital Paid-up Capital Number of Shares 2,872,193,366 1,000,000,000,000,- 574,438,673,200,- @Rp.200,- : Total Shareholders aa - Rul Had Nominal Value aid Shares ercentage (In Million Rp) PT Purimas Sasmita 2,653,897,571 92.496 530,780 Public 218,295,795 7.6 43,659 Jumlah 2,872,193,366 100.096 574,439 Management and Supervision Based on the Deed of Minutes of the Extraordinary General Shareholders' Meeting No.47 dated 10 January 2025 of Sri Hidianingsih Adi Sugijanto, S.H., Notary in West Jakarta, the members of the Company's Board of Commissioners and Board of Directors currently are as follows: Board of Commissioners President Commissioner Vice President Commissioner Vice President Commissioner Commissioner Independent Commissioner Independent Commissioner Independent Commissioner Board of Directors President Director Vice President Director Vice President Director Director Director Director Franky Oesman Widjaja Muktar Widjaja Rafael B. Concepcion, Jr. Ir. Lukmono Sutarto Prof. DR. Teddy Pawitra Prof. DR. Susiyati B. Hirawan Ardhayadi, SE., MA The Biao Leng Jimmy Pramono DR. ING Gianto Widjaja Franciscus Costan D. Agus Purnomo Yovianes Mahar u
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E. Financial Highlights and Key Financial Ratios of the Company The following is a summary of key financial data based on the Consolidated Financial Statements of the Company and its Subsidiaries for the years ended 31 December 2024 and 2023 which have been audited by Public Accounting Firm Mirawati Sensi Idris with an unmodified opinion. Financial Position 31 December 31 December (in Rp billion) 2024 2023 Current assets 24,441.5 19,141.1 Non-current assets 20,891.6 20,575.3 Total Assets 45,333.1 39,716.4 Current liabilities 13,370.7 10,225.4 Non-current liabilities 12,079.4 10,419.1 Total Liabilities 25,450.1 20,644.5 Total Eguity 19,883.0 19,071.9 Profit and Loss (in Rp billion) 2028 2023 Net sales 78,835.4 66,530.5 Gross profit 8,014.1 6,760.9 Operating profit 2,025.2 1,483.1 Net profit attributable to owners of the parent company 1,278.2 917.8 Cash Flows (in Rp billion) bai kes Net cash provided by (used in) operating (252.9) 4,037.9 activities Net cash used in investing activities (2,119.0) (1,721.8) Net cash provided by (used in) financing 2,294.0 (3,137.5) activities Net decrease in cash and cash eguivalents (77.9) (821.4) The followings are the Company's key financial ratios that will be affected by the Addition of Business Activity plan. Financial Ratios (in 96) 2024 2023 Gross Profit Margin 10.2 10.2 Net Profit Margin 1.6 1.4 Return on Eguity 6.4 4.8 Return on Assets 2.8 2.3
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IV. SUMMARY OF FEASIBILITY STUDY REPORT A. Appointed Independent Appraiser The Company has appointed the Public Appraisal Services Tobing Panuturi & Partners (hereinafter referred to as “TOPAZ”) to provide an independent opinion on the feasibility of the Additional Business Activities, pursuant to assignment letter No. 0109/MK.PB/KJPP- TOPAZ/!/2025 dated 21 January 2025, which has been approved by the Company's management. TOPAZ is an officially licensed Public Appraisal Services based on the Decree of the Minister of Finance of the Republic of Indonesia No. 387/KM.1/2020 with Business License No. 2.20.0171 dated 11 August 2020, and is registered as a supporting Capital market professional services firm with the Financial Services Authority (OJK) under No. S-815/PM.223/2021. The following is a summary of the feasibility study report as stated in the Feasibility Study Report No. 00501/2.0171-00/BS-FS/V/2025 dated 7 May 2025, which was reissued in the Report No. 00502/2.0171-00/BS-FS/V/2025 dated 19 Mei 2025 regarding the Addition of Business Activity plan. B. Purpose and Objective The purpose of this assignment is to provide a Feasibility Study for the project involving the Addition of Business Activity of bio gas production (KBLI No. 35203). This Feasibility Study is conducted for the assignor's needs in order to comply to POJK 17/2020. The report is prepared as a consideration for SMART in the context of its business interests. The report shall not be used outside of this context or purpose, and is not intended for tax purposes. C. Assumptions and Limiting Conditions 1. The feasibility study report on the Addition of Business Activity plan is prepared with a non-disclaimer opinion approach. 2. TOPAZ has reviewed the documents used in the process of preparing the feasibility study of the Addition of Business Activity. 3. In preparing this report, TOPAZ has relied on the accuracy and completeness of the information provided by SMART management and/or data obtained from publicly available sources and other information as well as research deemed relevant. TOPAZ did not conduct an audit or verification of the provided information. 4. This report is intended solely for the purpose of SMART management in relation to POJK 17/2020. 5. TOPAZ has no interest or any other matters that may cause it to render a biased Opinion in connection with the information discussed in the report. 6. The assignor has released TOPAZ from any and all claims that may arise due to errors Or omissions in the materials or information provided by management, consultants, or third parties to TOPAZ in the preparation of the report. 7. The assignor declares that all material information relevant to the feasibility study assessment has been fully disclosed to TOPAZ, and no important facts have been withheld. 8. TOPAZ has no personal interest or inclination to take sides with respect to the subject of this report or any parties involved.
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9. The analysis, opinions, and conclusions have been made, and this report has been prepared in accordance with the Financial Services Authority Regulation (“POJK”) No. 35/POJK.04/2020 and Circular Letter No. 17/SEOJK.04/2020 regarding the Valuation and Presentation of Business Valuation Reports in the Capital Market, the Indonesian Appraisal Code of Ethics (“KEPI”), and the Indonesian Valuation Standards (“SPI”) VII Edition of 2018 and SPI 330 Revised Edition of 2020. 10. TOPAZ used financial projections provided by SMART, which have been adjusted to reasonably reflect the achievability of the financial projections (fiduciary duty). 11. TOPAZ is responsible for the feasibility study report and the final conclusion of value produced. 12. TOPAZ has obtained legal status information regarding the object of study from the assignor. 13. The financial statements and other information submitted by SMART or its representative in the context of this assignment have been accepted without further verification, considered in accordance with applicable rules and regulations, considered complete and correct in reflecting the condition of the Company's business activities and operations for each period presented. 14. TOPAZ did not conduct any examination on the legality of the assets owned by SMART. TOPAZ assumes that there are no legal issues related to SMART assets, either now or in the future. 15. TOPAZ assumes that SMART has and will fulfill its obligations with respect to taxation, levies, other charges and other obligations in accordance with applicable regulations. 16. TOPAZ shall not be liable for any loss as a result of an incorrect opinion or conclusion due to data or information from SMART that is relevant and significant to TOPAZ's opinion or conclusion, which TOPAZ has not received from SMART. 17. The signature of the chairman and the official company seal are absolute conditions for the validity of this Certificate of Appraisal. . Methodology The methodology used in preparing the feasibility study report based on POJK No.35/POJK.04/2020 and SEOJK No.17/SEOJK.04/2020 regarding Valuation and Presentation of Business Valuation Reports in the Capital Market, KEPI, as well as the SPI VII Edition of 2018 and SPI 330 Revised Edition of 2020 is: Data Collection e The collection of primary data on the planned Addition of Business Activity includes investment plans, business plans, and other relevant data. This primary data is obtained directly through interviews with various parties, particularly from SMART management, during the field investigation. e The collection of secondary data obtained from various institutions or third parties in the form of statistical figures and other supporting data relevant to the assignment's objectives, such as macroeconomic analysis, industry analysis, and risk management analysis, to evaluate the potential impact of these factors in the future.
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Feasibility Analysis
Conducting a feasibility analysis of the Addition of Business Activity referring to Article V
of SEOJK No. 17/SEOJK.04/2020, including:
Market feasibility,
Technical feasibility,
Business model feasibility,
Management model feasibility, and
Financial feasibility
20 209p
Independent Party Opinion
Following is the summary of the feasibility analysis for the Addition of Business Activity:
a. Market feasibility
i. The bioenergy industry in Indonesia shows promising prospects, driven by
abundant natural resource potential and government policies supporting the
transition to renewable energy.
ii. The bioenergy market in Indonesia is growing rapidly, especially in the electricity
generation and transportation fuel sectors. The market share of bioenergy in
Indonesia is expanding, with the transportation sector becoming one of the key
areas.
iii. The bioenergy industry in Indonesia shows great potential, supported by
infrastructure, government policies, and a growing market demand.
iv. The competitors in the bioenergy industry in Indonesia are PT KIS Biofuels
Indonesia and PT Dharma Satya Nusantara Tbk.
V. SMART will market Bio-CNG to European customers, as most European clients have
ambitious emission reduction targets. Bio-CNG will be offered as a clean energy
solution in line with sustainability commitments.
Based on the study and evaluation of market conditions, such as market share,
sustainability, market potency, targets, market value potential, business competitors,
and marketing strategy for the new business activity, it is concluded that the
Addition of Business Activity by SMART from the market aspect is feasible.
b. Technical feasibility
i. In terms of capacity, the location for the biogas production business activity is in
Labuhan Batu Utara, North Sumatra, covering an area of approximately 2 hectares.
ii. Regarding the Addition of Business Activity, SMART's internal workforce already
have sufficient experience and capability related to biogas production process. If
necessary, SMART will also recruit additional new personnels to assist in handling
the production or the sales aspects of the biogas products produced.
iii. The Addition of Business Activity through the construction of a biogas plant aims to
capture methane gas produced from POME and convert it into Compressed Biogas
("Bio-CNG"). The produced Bio-CNG will then be sold to third parties or used
internally as a renewable energy source that can reduce or replace the usage of
natural gas from fossil fuels for industrial needs or the use of diesel for industrial
and transportation purposes.
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Based on the study and evaluation of capacity, availability and guality of human resources, and the business process of the new business activity, it can be concluded that the Addition of Business Activity by SMART from the technical aspect is feasible. Business model feasibility i. SMART is one of the leading agribusiness companies focused on sustainable business development. It has a diverse range of products, including cooking oils, margarine, shortenings, biodiesel, and high-guality products with prominent brands in Indonesia, such as Filma and Kunci Mas, which are widely recognised by consumers. ii. SMART's new business activity has high barriers to entry, with specialised technology, exclusive access to raw materials, and significant capital reguirements to enter this industry. iii. The Addition of Business Activity is an integral part of SMART's business strategies realisation, focusing on creating sustainable value add from operational activities, while also making a tangible contribution to carbon emission reduction and supporting its sustainability reputation. Based on the study and evaluation of SMART's competitive advantages, competitors' ability to replicate SMART's products, and the ability to create value from the addition of business activity, it is concluded that the Addition of Business Activity by SMART from a business model perspective is feasible. d. Management model feasibility i. SMART will leverage its existing managerial capacity to support the new business activity. The internal workforces have sufficient experience and capabilities related to the biogas production process. ii. SMART has extensive intellectual property, particularly related to its consumer product brands such as Filma, Kunci Mas, and Palmboom, as well as sustainable and efficient palm oil processing technology. Based on the analysis and evaluation of the availability of labor, intellectual property management, risk management, management capacity and capabilities, as well as the alignment of organisational structure and management, it is concluded that the Addition of Business Activity by SMART from a management model aspect is feasible. e. Financial feasibility i. Financial projection analysis Based on the financial projection analysis, SMART demonstrates consistently strengthening financial performance over the period from 2026 to 2035. Revenue is projected to increase from Rp 19,464 million in 2026 to Rp 23,716 million in 2035, reflecting stable business growth. In line with this, net profit also shows a positive trend, rising from Rp 2,242 million in 2026 to Rp 4,444 million in 2035.
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Break even analysis Based on the Break-Even Point (“BEP”) analysis, it is shown that SMART's new business activities demonstrate a positive outlook from 2026 to 2035. In 2026, the BEP is reached at 92,979 units, eguivalent to revenue of Rp 14,340 million. By 2035, the BEP is achieved at 90,984 units or Rp 14,416 million. The decrease in BEP units alongside an increase in revenue indicates improved operational efficiency over time. Since total revenue throughout the period consistently exceeds the BEP each year, it can be concluded that SMART will record positive operating profits from 2026 to 2035. This reflects the business" long-term viability and strong growth potential. Overall Profitability Analysis and Overall Return on Investment The analysis results indicate that SMART's business activities have a positive financial outlook starting in 2026. This is reflected in the projected profitability ratios and return on investment (“ROI”), which show a stable and upward trend over the long term. The Gross Profit Margin (“GPM”) is projected to grow from 15.784 in 2026 to 25.034 in 2035, indicating improved efficiency in managing cost of goods sold. Both the Operating Profit Margin (“OPM”) and Net Profit Margin (“NPM”) also demonstrate strong performance, reaching 24.039 and 18.7496 respectively in 2035, reflecting the Company's ability to generate profit from Operations and net income after tax. Meanwhile, the Return on Investment (“ROI”) is projected to reach 4.474 by 2035, indicating a positive return on the investments made. Financial Feasibility Analysis using Net Present Value, Internal Rate of Return, Payback Period, and Profitability Index: 1. The Net Present Value (“NPV”) is Rp 17,224 million, indicating that the project generates a positive value added after considering the time value of money. 2. The Internal Rate of Return (“IRR”) is 11.664, which exceeds the discount rate, indicating that the project provides an adeguate rate of return. 3. The Payback Period is 10 years and 4 months, which is relatively long: however, for the sustainable energy sector, this is still within a feasible range, particularly considering the results from other analyses. 4. The Profitability Index is 1.19, indicating that for every Rp 1 invested, Rp 1.19 in returns is generated, or a surplus value of 194 over the initial investment Based on the results of the analysis, the plan to add SMART's business activities is deemed feasible to pursue. Sensitivity Analysis Based on the results of the sensitivity analysis, the Addition of Business Activity plan shows a high level of vulnerability to changes in selling prices, particularly to a decrease in selling prices. This means that a reduction in selling prices will have a significant impact on profitability and the overall feasibility of the business.
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VI. Based on the study and evaluation of the financial analysis, such as Break Even Analysis, Overall Profitability Analysis, Overall Return on Investment, Financial Feasibility Analysis with Net Present Value, Internal Rate of Return, Payback Period, Profitability Index, and sensitivity analysis, it is concluded that the Addition of Business Activity plan to be conducted by SMART is feasible. Based on the analysis of all data and information received by KJPP TOPAZ and considering all factors that influence the feasibility analysis, in the opinion of KJPP TOPAZ, the plan of Additional Business Activity is feasible. AVAILABILITY OF EXPERTS The Addition of Business Activity is a continuation of and closely related to the palm fruit processing at the mill, which is the Company's main business activity. Therefore, the Company already has an internal workforce with sufficient experiences and capabilities (covering technical, operational, maintenance and environmental management aspects) in the biogas production process, including in the management of biogas installations that have been operated in several SMART's subsidiaries. In the initial stage of handling the production aspect, the Company plans to allocate 11 workers related to the Additional Business Activities. The details of the workforce are one person as a factory assistant, two persons as factory operators, two persons as gas engine operators, four persons as Bio-CNG operators, and two persons handling the security. In supporting commercialisation aspect (such as sales and distribution of biogas), if needed, the Company will prepare a recruitment plan for new personnel with specific expertise. The Company believes that the availability of the necessary experts has been and will continue to be fulfilled to ensure the continuity and successful implementation of this business activity in an effective and sustainable manner. EXPLANATION, CONSIDERATIONS, AND REASONS FOR THE ADDITION OF BUSINESS ACTIVITY A. Background of the Addition of Business Activitiy In the processing of palm fruits into palm oil, the mills generate production waste that includes solid waste and liguid waste/palm oil mill effluent (“POME”). As part of the Company's commitment to implementing sustainable production practices, the Company has a Zero Waste Policy, where we strive to reduce, reuse, and recycle waste from the production process. Currently, the Company has successfully recycled 10045 of its plantation waste, of which the solid waste and POME are utilised as organic fertilizer and fuel. However, the current management of POME can produce methane gas, which if not handled properly, is a significant contributor to Greenhouse Gas (“GHG”) emissions in the oil palm plantation industry. B. Considerations and Reasons for the Addition of Business Activity As a responsible action to counter the impact of climate change and to support its decarbonisation efforts, the Company takes the initiative to conduct Addition of Business Activity with KBLI 35203, Bio Gas Production, which is the business of processing gas fuel that can be used directly as fuel, produced from agricultural by-products, plantations, 10
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livestock, or garbage/waste of which the production process includes gas guality improvement effort, such as purification, mixing and other processes. Bio Gas production will be conducted through the construction of a biogas plant, aiming to capture methane gas produced from POME and convert it into Compressed Biogas (“Bio-CNG”). Furthermore, the Bio-CNG produced will be used internally as a renewable energy source that can reduce or replace the use of natural gas from fossil fuels for industrial needs and the use of diesel for industrial and transportation needs. Hence, this activity will directly provide efficiency and energy cost savings for the Company. The Addition of Business Activity is part of the Company's decarbonisation strategy to reduce GHG emissions generated from the Company's operational activities. This is a realisation of the Company's commitment to achieving its target towards Net Zero Emissions by 2050, and to support Indonesia's Net Zero Emissions target by 2060. Furthermore, the Addition of Business Activity is also part of the Company's preparation in facing any potential implementation of carbon tax policies in the agriculture sector in the future. In addition to climate change risks, the Company also views the potential economic value of Bio-CNG, considering that this product can be commercially sold. Furthermore, in the long term, this carbon reduction initiative is also expected to deliver additional revenue potential through carbon trading mechanism and the sale of carbon credits, both in domestic and international markets, in line with the development of regulatory frameworks and increasingly established markets relating to carbon. Strategically, the Addition of Business Activity is an integral part of the Company's business strategy implementation, focusing on value added creation from the Company's operational activities in a sustainable manner while contributing to carbon emission reduction and supporting the Company's sustainability reputation, especially in responding to increasing demand from global market on environmentally friendly and sustainable agribusiness practices. Thus, it is expected that the Addition of Business Activity could support the achievement of the Company's vision and long-term value creation for all stakeholders in a responsible manner. Based on the explanation above, it can be concluded that the Addition of Business Activity is needed to: e support decarbonisation efforts in order to reduce the Company's GHG emissions in particular, and Indonesia in general, e create economic benefits in the form of energy efficiency and savings for the Company, additional revenue from commercial sales of Bio-CNG, potential additional revenue through carbon trading mechanism and carbon credit sales, and e support the Company's sustainability strategy and reputation. To ensure that the Addition of Business Activitiy is executed effectively and legally valid, the Company will obtain all necessary business licenses related to the Addition of Business Activity. This includes, but is not limited to, licenses under KBLI 35203, Bio Gas Plant construction permits such as environmental permits, including the Environmental Impact Analysis (“AMDAL”), Building Approval (“PBG”), other licenses reguired by law to be processed through the Online Single Submission (“OSS”) system, and licenses that must be registered/submitted directly to the relevant Ministry or Regional Government Offices in accordance with the provisions of prevailing laws and regulations.
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VI THE IMPACT OF THE ADDITION OF BUSINESS ACTIVITY ON THE COMPANY'S FINANCIAL CONDITION The Addition of Business Activity will have a positive financial impact on the Company. The additional revenue generated in the first year of projection after the facility is in operation will reach over Rp 19.6 billion with additional net profit of approximately Rp 2.4 billion. This revenue and net profit are estimated to grow by approximately 296 and 84X per year, respectively, until 2035. Based on the feasibility study analysis, the Addition of Business Activity is estimated to be able to positively contribute to the Company's revenue and net profit in the future. Followings are some accounts under the Company's projected financial statements which are estimated to increase in connection with the Addition of Business Activitiy: Profit and Loss (in Rp billion) 2026 2027 2028 2029 2030 Increase in net sales 19.5 20.5 21.3 21.9 22.3 Increase in net profit 2.2 2.8 3.3 3.6 3.8 Profit and Loss 2031 — 2032 2033 — 2034 2035 (in Rp billion) Increase in net sales 23.0 23.0 23.6 23.6 23.7 Increase in net profit 4.3 42 4.5 4.5 44 The Addition of Business Activity is also projected to contribute positively to the Company's financial ratios in the future. Gross margin, net margin, return to eguity ratio, and return to assets ratio in the first year of projection after the facility is in operations will reach 15.896, 11.54: 7.44, and 3.74, respectively. Until 2035, these ratios are forecasted to increase reaching 25.096: 18.796, 7.296, and 6.196, respectively. The following is summary of the financial ratios in relation to the Additional Business Activity during the projection period. Financial Ratios (in 96) 2026 2027 2028 2029 2030 Gross Profit Margin 15.8 18.6 20.7 22.3 23.1 Net Profit Margin 11.5 13.8 15.3 16.6 17.2 Return on Eguity 7.4 7.9 81 8.7 9.5 Return on Assets 3.7 41 4.5 5.1 5.9 Financial Ratios (in 96) 2031 2032 2033 2034 2035 Gross Profit Margin 24.7 24.4 25.5 25.2 25.0 Net Profit Margin 18.5 18.2 19.1 18.9 18.7 Return on Eguity 9.8 10.4 9.8 8.3 7.2 Return on Assets 6.6 7.5 7.5 6.6 61 The main assumptions and basis in preparing the financial projections are as follows: e The projection period starts from 2025 (project starting year) to 2035, # Indonesia's inflation rate is assumed to be 2.54 per year, e The tax rate is assumed to be 224 per annum, # Total capital expenditure for the construction of the Bio-CNG plant is almost Rp 100 billion,
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VI. IX. e Fresh fruit bunch production of 24.00 tonnes per hectare, e Oil Extraction Rate (OER) of 2296 and Kernel Extraction Rate (KER) of 596 per year, e Mill capacity of 60 tonnes per hour, with a target achievement of 854 per year, e Percentage of POME produced is 6596 per year, e Chemical Oxygen Demand (COD) Removal Efficiency of 7596 per year, e Methane Production Rate of 3296 per year, and e Percentage of CH4 to biogas and Bio-CNG of 5596 and 9546 per year, respectively. INFORMATION RELATED TO THE GENERAL MEETING OF SHAREHOLDERS In accordance with the provisions of POJK 17/2020, the plan for the Addition of Business Activity as described in this Disclosure of Information will be reguested for approval from the Company's shareholders at the Company's AGM that will be held on: Day/Date : Monday, June 16, 2025 Venue : Danamas Room, Plaza Sinar Mas Land, Tower 2 39" Floor Jl. M.H. Thamrin No. 51, Central Jakarta, 10350. On the agenda of the Addition of Business Activity, the AGM will be held with reference to Article 18 paragraph (5) of the Company's Articles of Association, Article 42 letter a of the Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 regarding the Planning and Implementation of General Meetings of Shareholders of Public Companies, as well as Article 86 paragraph (1) of Law Number 40 Year 2007 regarding Limited Liability Companies, with the following provisions for the attendance and decision guorums of the agenda: a. The AGM is validly convened if attended by shareholders and/or proxies of shareholders representing at least 2/3 (two-thirds) of the total number of shares with valid voting rights present or represented. b. The AGM's decision is valid if it is approved by more than 1/2 (one-half) of the total shares with valid voting rights present at the AGM. Shareholders who are entitled to attend or be represented and vote at the AGM are shareholders whose names are registered in the Company's Shareholder Register as of 22 May 2025. Following is the Company's AGM schedule plan regarding the Addition of Business Activity: No Agenda Date 1 | Announcement of AGM 8 May 2025 2 | Disclosure of Information regarding the Plan on the Addition of Business Activity 8 May 2025 3 | AGM invitation 23 May 2025 4 | AGM 16 June 2025 5 | Submission of AGM's Minutes Summary 17 June 2025 ADDITIONAL INFORMATION Should you reguire further information regarding the Addition of Business Activity, you may contact the Company's Corporate Secretary during working hours through:
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PT Sinar Mas Agro Resources and Technology Tbk Sinar Mas Land Plaza, Tower II, 28"-30" Floor Jl. M.H. Thamrin No. 51, Jakarta 10350 Phone : (62 21) 50338899 UP: Corporate Secretary Jakarta, 5 June 2025 PT Sinar Mas Agro Resources and Technology Tbk The Board of Directors
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Technology Tbk
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Indonesia Stock Exchange
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PT KIS Biofuels Indonesia
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